OCEANFIRST FINANCIAL CORP. 2006 STOCK INCENTIVE PLAN STOCK AWARD AGREEMENT (CPP)

Name of Recipient:

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Total Stock Award:

                                                              shares. The value of the shares subject to this Stock Award may not exceed one-third of the Recipient’s annual compensation (including the value of this Stock Award) for the year in which the Stock Award is being made as determined in accordance with Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and the interim final rule promulgated pursuant to such statutes set forth at 31 C.F.R. Part 30 and any additional rules, regulations or guidelines hereafter issued (collectively, the “CPP Rules”).

Vesting Schedule:

Subject to the terms of the Plan, the shares subject to this Stock Award shall become fully vested and non-forfeitable to the extent that the CPP Vesting Requirements, and the Additional Vesting Requirements and Performance Vesting Requirements, if any, set forth below have been satisfied:

1.

CPP Vesting Requirements

No shares subject to this Stock Award shall become vested until the Recipient has continued to perform substantial services for the Holding Company or the Bank for at least two years from the Date of Grant, other than due to the Recipient’s death, disability, or a change in control event (as defined in 26 C.F.R. §1.280G–1, Q&A–27 through Q&A–29 or as defined in 26 C.F.R. §1.409A–3(i)(5)(i)) with respect to the Holding Company before the second anniversary of the Date of Grant.

2.

Additional Vesting Requirements (if any)

Not Applicable.

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3.

Performance Vesting Requirements (check one)

¨

Not Applicable.

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Performance Vesting Requirements for CPP Awards attached hereto as Exhibit A and incorporated herein by reference.

Date of Grant:

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Effect of termination of

Employment because of:

(a) Death or Disability:

All unvested shares subject to this Stock Award shall immediately satisfy the Additional Vesting Requirements and the Performance Vesting Requirements specified above, if any, upon such termination of employment.

(b) Cause:

All unvested shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such shares become null and void.

(c) Other Reasons:

Unless otherwise determined by the Committee, all unvested shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such shares become null and void.

Voting:

Recipient is entitled to direct the Trustee as to the voting of shares subject to this Stock Award that have been granted, but have not yet been earned and distributed.

Dividends:

Cash dividends paid on the Shares subject to this Stock Award shall be retained by the Holding Company and paid to the Recipient when the underlying Shares become both vested and transferable. Stock dividends and shares issued as a result of any stock-split, if any, issued with respect to the Shares subject to this Stock Award shall be treated as additional Shares subject to this Stock Award and shall be subject to the same restrictions and other terms and conditions that apply with respect to, and shall vest or be forfeited at the same time as, the Shares subject to this Stock Award with respect to which such stock dividends or shares are issued.

Non-Transferability:

The Recipient of this Stock Award shall not sell, transfer, assign, pledge or otherwise encumber Shares subject to this Stock Award until the Shares have both (i) vested; and (ii) for as long as the Holding Company remains a participant in the CPP, upon the expiration in accordance with the following schedule:

(i) 25% of the Stock subject to this Stock Award may be transferred after the Holding Company repays 25% of the aggregate financial assistance received by the Holding Company within the meaning of the CPP Rules;

(ii) an additional 25% of the Stock subject to this Stock Award may be transferred after the Holding Company repays 50% of the aggregate financial assistance received by the Holding Company within the meaning of the CPP Rules;

(iii) an additional 25% of the Stock subject to this Stock Award may be transferred after the Holding Company repays 75% of the aggregate financial assistance received by the Holding Company within the meaning of the CPP Rules; and

(iv) the remainder of the Stock subject to this Stock Award may be transferred after the Holding Company repays 100% of the financial assistance received by the Holding Company within the meaning of the CPP Rules.

Notwithstanding the restrictions set forth in (i) – (iv) above, the Recipient may, in the case of Stock subject to this Stock Award for which Recipient does not make an election under